SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND AMENDMENT NO. 8
TO SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
GRYPHON HOLDINGS INC.
(NAME OF SUBJECT COMPANY)
MARKEL CORPORATION
MG ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
400515 10 2
(CUSIP Number of Class of Securities)
GREGORY B. NEVERS, ESQ.
CORPORATE COUNSEL
MARKEL CORPORATION
4551 COX ROAD
GLEN ALLEN, VIRGINIA 23060-3382
TELEPHONE: (804) 965-1673
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
LESLIE A, GRANDIS, ESQ.
McGUIRE, WOODS, BATTLE & BOOTHE LLP
901 EAST CARY STREET.
RICHMOND, VIRGINIA 23219
TELEPHONE: (804) 775-1000
<PAGE>
This Amendment to Schedule 14D-1 filed by MG Acquisition Corp., a Delaware
corporation, a wholly owned subsidiary of Markel Corporation, a Virginia
corporation (Parent), in connection with its pending tender offer for all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock") of Gryphon Holdings Inc., a Delaware corporation (the "Company"), also
constitutes an Amendment to Statement on Schedule 13D with respect to the
acquisition by Markel Corporation and MG Acquisition Corp. of beneficial
ownership of shares of Common Stock of the Company. The Schedule 14D-1 is hereby
amended as follows:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(g)(3) Correspondence dated October 30, 1998 to the Board of Directors of
Gryphon Holdings Inc.
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 2, 1998 MARKEL CORPORATION
By: /s/ Steven A. Markel
-----------------------
Name: Steven A. Markel
Title: Vice Chairman
MG AQUISITION CORP.
By: /s/ Steven A. Markel
------------------------
Name: Steven A. Markel
Title: Vice Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(g)(3) Correspondence dated October 30, 1998 to the Board
of Directors of Gryphon Holdings Inc.
[letterhead]
Markel Corporation
4551 Cox Road
Glen Allen, VA 23060-3382
(804) 747-0136
October 30, 1998
Board of Directors
Gryphon Holdings, Inc.
30 Wall Street
New York, NY 10005-2201
Gentlemen:
Since we commenced our tender offer on October 20, 1998, we have received
numerous comments from our fellow shareholders. They overwhelmingly support a
sale of Gryphon, desire an expeditious transaction and, of course, the best
price possible.
We believe our $18.00 all cash offer is fair, generous and perhaps the best
price possible. Nevertheless, we are willing to discuss raising our offer if we
have access to information justifying an increase in price. In previous
conversations, your advisors flatly rejected any changes to the standstill
provisions of your proposed confidentiality agreement. More recently they
indicated to the Delaware Chancery Court that you were willing to modify the
standstill provisions. They still assert however, that the only way to get
Markel to make its "best offer" is to contractually prevent us from competing
with other offers. This tactic may be effective in some situations but not here.
The logic of the situation is clear. Your shareholders want to maximize value
and we presume the board concurs with that desire. In order for us to consider
increasing our offer we would need to review additional information. We are
being denied that opportunity because your advisors mistakenly believe this will
provide a "tactical advantage." If the board wants us to consider a higher
valuation you should tell us so. Instruct your advisors to drop the delaying
tactics, release all available information and engage us in serious discussions
of value with the very specific goal of reaching a mutually satisfactory
negotiated transaction.
We are committed to acquiring Gryphon and will continue to pursue the tender
offer. We are also willing to pursue a negotiated transaction. We are prepared
to negotiate immediately. In light of the fact that your advisors have
preliminarily approved the draft merger agreement we provided on October 14,
1998, we believe a negotiated transaction could be announced in a matter of
days. Please let us know if you wish to pursue this course of action
Very truly yours,
Steven A. Markel
Vice-Chairman
